KBL Merger IV - KBLMU = 1C, 1W (2+), 1R
Done Finally. ATNF
was possibly the longest spac in history.
Ipo of 10mm units + 1.5mm overalotment. Total 11.5mm.
Two warrant plus 11.50. Call 18. Can call cashless.
Deadline 18 months. 21 months with term sheet. Closed June 7, 2017.
March 7, 19 Deadline.
Meeting Postponed to Nov 3
Merger Meeting - 10:00 a.m., local time, on Monday, October 26, 2020, at the offices of KBL located at 30 Park Place, Suite 45E, New York, NY 10007
For illustrative purposes, based on the fair value of marketable securities currently held in the Trust Account of approximately $10.3 million, as increased by anticipated loans to be made to us by our Sponsor prior to November 9, 2020 due to the extension of the period of time to consummate a business combination to November 9, 2020, the estimated per share redemption price will be approximately $11.03
~930,000 public common still left
+ 1mill shares from rights
+ about 2 million in float if no redemptions.
And if insiders are locked-up ?????
Lock-up Agreements. As a condition to the Closing, certain stockholders of 180 holding no less than 75% of the shares of capital stock of 180 prior to the consummation of the business combination are expected to enter into lock-up agreements,
Non locked up shares will probably crush this?
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Stockholders holding 106,186 public shares exercised their right to redeem such public shares into a pro rata portion of the Trust Account. As a result, an aggregate of approximately $1,160,695.35 will be removed from the Company’s trust account to pay such holders. Following such redemptions, a total of approximately $10,279,476,43 will remain in the Company’s trust account.
July trust - $10.93
Shares after July redemptions ~ 940,482
subsequent liquidation will be approximately $11.02 per share, assuming all extension payments that were required to be deposited into the trust account have been made, in comparison to the current redemption amount of $10.93 per share
Meeting to be held at 10:00 a.m. Eastern Time on July 9, 2020 via a teleconference meeting using the following dial-in information: dial-in: (888) 337-0215; participant passcode: 1615196
June 2020 Vote July 9 If the Extension Amendment Proposal is approved, our Sponsor or its designees has agreed to loan to us $0.025 for each public share that is not redeemed for each calendar month commencing on July 9, 2020, and on the 9th day of each subsequent month, or portion thereof, that is needed by the Company to complete an initial business combination from July 9, 2020 until the Extended Date (the “Loans”). For example, if the Company takes until November 9, 2020 to complete its business combination, which would represent four calendar months from July 9, 2020, our Sponsor or its designees would make aggregate Loans of approximately $0.10 per public share that is not redeemed.
April 8 2020 Following such redemptions, a total of approximately $11,273,945 will remain in the Company’s trust account.
On July 25, 2019, the Company entered into a Business Combination Agreement 180 Life Sciences Corp. (“180”) (formerly known as CannBioRx Life Sciences Corp.), Katexco Pharmaceuticals Corp., (“Katexco”), CannBioRex Pharmaceuticals Corp., (“CBR Pharma”), 180 Therapeutics L.P., (“180 LP” and together with Katexco, CBR Pharma and 180, the “180 Parties”), and Lawrence Pemble, in his capacity as representative of the stockholders of the 180 Parties
3/24/20 proxy Given the longer period of time needed to potentially complete a business combination, such agreement to pay approximately $0.049 for each public share that is not redeemed (assuming no public shares were redeemed) for each calendar month commencing on April 9, 2020 shall replace and supersede the previous agreement to loan us $0.02 for each public share that was not redeemed for each calendar month commencing on December 9, 2019. For example, if the Company takes until July 9, 2020 to complete its business combination, which would represent three calendar months from April 9, 2020, our Sponsor or its designees would make aggregate Loans of approximately $0.15 per public share that is not redeemed (assuming no public shares were redeemed). Assuming the Extension Amendment Proposal is approved, each Loan will be deposited in the Trust Account within three calendar days from the beginning of such calendar month (or portion thereof). Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and the Company takes the full time through the Extended Date to complete the initial business combination, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.90 per share, in comparison to the current redemption amount of $10.75 per share
Ipo of 10mm units + 1.5mm overalotment. Total 11.5mm.
Two warrant plus 11.50. Call 18. Can call cashless.
Deadline 18 months. 21 months with term sheet. Closed June 7, 2017.
March 7, 19 Deadline.
Ladenberg, B Riley, Chardan, FBR, Ibanker
Our management team, augmented by our Board of Directors and Scientific and Advisory Board, consists of Marlene Krauss, M.D., our Chief Executive Officer and director and Joseph A. Williamson, our Chief Operating Officer and a director as of the effective date of this offering. Our other Board Members as of the effective date of this offering, George Hornig, Andrew Sherman and Sherrill Neff, are seasoned business people with an extensive network for deal origination, decades of experience consummating business transactions and a significant history of operating companies at a senior level.
Dr. Krauss, our Chief Executive Officer and a director since inception, has over 30 years of experience starting, investing in, acquiring, selling and growing healthcare companies in all areas of life sciences and healthcare services. Beginning in 1998, she raised three venture capital funds whose limited partners are primarily institutional investors. Through these funds, public financings, or with groups of private investors, she has played a meaningful role in over 20 companies, some of which were pioneering companies in their respective fields. A few examples are Summit Technology (acquired by Alcon, now subsidiary of Novartis (VTX:NOVN), for $839 million in 2000), Lumenos (sold to Wellpoint, now known as Anthem, Inc. (NYSE:ANTM) for $185 million in 2005), and PneumRx (sold to BTG plc (LON:BTG) for up to $475 million in 2014, which includes earn out payments). She also was Chief Executive Officer of three prior special purpose acquisition companies, KBL Healthcare Acquisition Corp. I, II and III, hereafter KBL I, II and III respectively, and was involved in their formation, deal sourcing, investment selection and operations, as set forth below under “Our management team has an established track record of raising and operating blank check companies. We believe this experience enhances the probability of successfully completing a business combination.” In managing us and seeking an attractive target company, she combines her education, receiving both M.D. and M.B.A. degrees from Harvard, her extensive medical and business experience and her wide network created over decades in the industry.
Mr. Williamson, our Chief Operating Officer and a director as of the effective date of this offering, has over 35 years of experience as a healthcare operator, executive and entrepreneur primarily in post-acute healthcare facilities (senior living, assisted living, hospice and home care) as well as ancillary services. Since 2010, he has been Chairman of National Home Care Holdings, LLC, a multi-state home health company. He was the chairman and an investor of National Hospice Holdings, LLC from 2010 to 2014, when it merged into Trident USA. From 2004 to 2010, he was a board member and investor in CCRx, a portfolio company of Cressey & Company that focused on pharmacy distribution. In 2010, CCrx was sold to Omnicare, Inc. (now a subsidiary of CVS Health Corporation (NYSE:CVS)). From 1986 to 1996, he served in various executive capacities at Genesis Health Ventures, the predecessor of Genesis Healthcare Corporation (NYSE:GEN). Mr. Williamson was a principal and General Partner in Commerce Health Ventures, which merged into the private equity firm NewSpring Capital.
Dr. Krauss and Mr. Williamson have worked together on investments and transactions for 20 years. However, with respect to the above transactions, past performance by Dr. Krauss and Mr. Williamson, or any other member of our combined team, is not a guarantee that we will be able to locate a suitable candidate for our initial business combination or of success with respect to any business combination we may complete. Investors should not rely on the historical record of our management’s performance as indicative of our future performance.
Our management team has broad healthcare and wellness experience and most of them have worked together in the past.
We are focusing on the health and wellness industries because of our experience and because they are large and growing segments of the U.S. economy. Our team’s experience is broad, having invested in many healthcare specialties some of which included cardiology, ophthalmology, orthopedics and dermatology and many sub-verticals of healthcare such as services, healthcare IT, medical devices, and pharmaceuticals. Dr. Krauss and Mr. Williamson will devote approximately 40 hours and 25 hours weekly, respectively, to operating our company, consummating an initial business combination, and potentially working with the company we acquire. We also will utilize the extensive experience of our board members:
George Hornig, our Chairman upon the effective date of this offering, has been involved as an executive officer of several well-known investment firms, including Pinebridge Investments from 2010 to 2016 (Senior Managing director and Chief Operating Officer), Credit Suisse Asset Management from 1999 to 2010 (Co-Global Chief Operating Officer), Deutsche Bank from 1993 to 1999 (Executive Vice President and Chief Operating Officer of the Americas) and Wasserstein Perella & Co. from 1988 to 1991 (Co- founder and Chief Operating Officer). Mr. Hornig has been an early investor in many high growth healthcare companies including Royalty Pharma, a biopharmaceutical company that invests in revenue-producing royalty interests, FibroGen Inc. (NASDAQ:FGEN), a biopharmaceutical company focused on the discovery of novel therapeutics to treat serious unmet medical needs, and Cibus, a precision gene-editing company for agriculture.
Andrew Sherman, a director upon the effective date of this offering, has worked for 22 years in investment banking, M&A and buyside roles with Morgan Joseph TriArtisan (Managing Director in Healthcare), Madison Williams, Banc of America Securities, Montgomery Securities and James D. Wolfensohn, Inc. Mr. Sherman also worked in principal investing as a Partner at DCH Partners, a healthcare-focused private equity firm. Mr. Sherman served as a consultant to Capitol Acquisition Corp, a special purpose acquisition corporation which completed a merger with Two Harbors Investment Corp. (NYSE:TWO), a real estate investment trust, helping source, evaluate, and conduct due diligence of, potential target companies. In connection with such services, Mr. Sherman received a monthly cash payment (including reimbursement of expenses), a cash bonus and an option to purchase shares of common stock of the issuer at an exercise price equal to the closing price of the stock on the closing date. Mr. Sherman was also a full-time consultant for KBL III, leading transaction sourcing and helping evaluate, conduct due diligence of, prepare financial analysis of, and negotiate with, target companies. Mr. Sherman received a monthly cash payment in connection with such services.
Sherrill Neff, a director upon the effective date of this offering, is a Founding Partner of Quaker Partners, where he launched and manages five life sciences venture funds with over $700 million in total assets. Through Quaker Partners, he was responsible for a number of the funds’ investments. Some of these include: Amicus Therapeutics (NASDAQ:FOLD); BioRexis Therapeutics (sold to Pfizer); MedMark (sold to Walgreens); Durata Therapeutics (sold to Actavis); Protez Pharmaceuticals (sold to Novartis); Regado BioSciences (sold, after a merger with Tobira Therapeutics, to Allergan); RainDance Technologies (sold to BioRad); and Cempra Pharmaceuticals (NASDAQ:CEMP). Of those companies, Mr. Neff held the funds’ seat on the board of directors of Amicus Therapeutics, BioRexis Therapeutics, MedMark, Regado BioSciences, RainDance Technologies and Cempra Pharmaceuticals. Prior to Quaker Partners, Mr. Neff was President and COO of a publicly traded biotechnology company, Neose Technologies from 1994 to 2002, Senior Vice President of U.S. Healthcare from 1993 to 1994 and Managing Director in the investment banking division of Alex. Brown & Sons from 1984 to 1993.